Date of Report (Date of earliest event reported): May 26, 2026
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-12015
Pennsylvania
23-2018365
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification number)
3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania
(Address of principal executive office)
19020
(Zip Code)
Registrant's telephone number, including area code: (215) 639-4274
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
( ☐ ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
( ☐ ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
( ☐ ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
( ☐ ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
HCSG
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders
On Tuesday, May 26, 2026, the Company held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2026. As of the Record Date of March 30, 2026, there were approximately 68,954,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows.
Management Proposals:
Proposal No. 1 — Election of Directors
At the annual meeting, shareholders voted for the election of nine Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company’s nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company’s common stock in accordance with the bylaws of the Company and Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year or until their successors are duly elected and qualified. The voting results are set forth below:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Diane S. Casey
60,583,583
1,916,149
3,607,184
Daniela Castagnino
61,706,486
793,246
3,607,184
Laura Grant
61,706,736
792,996
3,607,184
Thomas M. Gallagher
62,144,612
355,120
3,607,184
Dino D. Ottaviano
60,733,763
1,765,969
3,607,184
Kurt Simmons, Jr.
61,646,252
853,480
3,607,184
Jude Visconto
60,947,847
1,551,885
3,607,184
Theodore Wahl
61,322,013
1,177,719
3,607,184
Thomas G. Whalen
61,997,269
502,463
3,607,184
Proposal No. 2 — Say on Pay Vote
The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Pay Vote”) has received a majority of the votes cast as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
61,059,063
1,305,516
135,153
3,607,184
Proposal No. 3 — Independent Registered Public Accounting Firm
The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2026 has received a majority of the votes cast as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
64,821,277
1,247,022
38,617
—
Proposal No. 4 — Amendment to the 2020 Omnibus Plan
The proposal relating to shareholder approval to amend the 2020 Omnibus Plan to increase the number of shares of Common Stock that are available for issuance thereunder by 2,500,000 has received a majority of the votes cast as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
59,690,433
2,747,530
61,769
3,607,184
Item 9.01
Financial Statements and Exhibits.
( d ) Exhibits. The following exhibits are being furnished herewith:
Exhibit No.
Description
104
Cover page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HEALTHCARE SERVICES GROUP, INC.
Date: May 26, 2026
By:
/s/ Jason J. Bundick
Name: Jason J. Bundick Title: General Counsel, Chief Compliance Officer & Secretary